Pfizer completes subsequent tender offer for Encysive shares; $195 million merger nears completion

By Lisa Kerner

Charlotte, N.C., April 15 - Pfizer Inc. said its wholly owned subsidiary, Explorer Acquisition Corp., completed the $2.35-per-share cash tender offer to purchase all of the outstanding shares of common stock of Encysive Pharmaceuticals Inc.

The subsequent offering period had been extended to April 14 from April 7, according to a Pfizer news release.

According to the final report of the depositary for the tender offer, as of the expiration of the subsequent offering period, 69,076,466 shares, representing some 85.33% of the outstanding shares of Encysive common stock, were validly tendered and purchased in the offer, the release stated.

Explorer Acquisition will acquire all of the remaining outstanding shares of the Houston biopharmaceutical company's common stock by way of a merger under Delaware law that does not require Encysive shareholder approval.

Once the merger is complete, Encysive will become a wholly owned subsidiary of Pfizer and its shares will stop trading on the Nasdaq Global Market.

It was previously reported that under Pfizer's agreement with Encysive, Explorer Acquisition has the right to designate a number of individuals to the Encysive board of directors constituting a majority of the board.

On Feb. 20, Pfizer, a New York pharmaceutical company, announced an agreement to acquire Encysive for $2.35 per share in a cash tender offer with an equity value of $195 million.

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